Dear Members,
Your Directors are pleased to present the Sixteenth Annual Report of
the Company (“ACIL or Archean Chemical”) together with the Audited Standalone
and Consolidated Financial Statements for the Financial Year ended March 31, 2025.
FINANCIAL PERFORMANCE
In the Financial Year (“FY”) 2024-25, the standalone revenue
from operations was Rs.1,01,379.02 lakhs, as against Rs. 1,32,958.31 lakhs for FY 2023-24,
with a decrease of 23.75%.
Net Profit after tax for the FY 2024-25 was Rs. 18,492.34 lakhs as
against Rs. 32,234.56 lakhs in the previous year.
For FY 2024-25, the consolidated revenue from operations was
Rs.1,04,101.79 lakhs as against Rs. 1,33,008.95 lakhs during FY 2023-24, with a decrease
of 21.73%. Net Profit after tax for the FY 2024-25 was Rs. 16,214.49 lakhs as against Rs.
31,897.07 lakhs in the previous year.
For more details please refer to Management Discussion and Analysis
Report and the Financial Statements.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company for the Financial Year ended
March 31, 2025 and March 31, 2024 are as follows:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from operation |
101,379.02 |
132,958.31 |
104,101.79 |
133,008.95 |
Total Income |
106,344.54 |
137,628.25 |
107,830.09 |
137,341.32 |
Profit before depreciation and
finance cost |
37,212.14 |
51,102.73 |
35,143.74 |
50,598.27 |
Depreciation |
7,305.74 |
6,999.66 |
7,938.45 |
7,033.71 |
Finance Cost |
911.45 |
966.75 |
810.33 |
846.15 |
Profit before exceptional
Item |
28,994.95 |
43,136.32 |
26,394.96 |
42,718.41 |
Exceptional Items |
(4,018.27) |
- |
(4,018.27) |
- |
Profit before Tax |
24,976.68 |
43,136.32 |
22,376.69 |
42,718.41 |
Tax expenses |
6,484.34 |
10,901.76 |
6,162.20 |
10,821.34 |
Profit after Tax |
18,492.34 |
32,234.56 |
16,214.49 |
31,897.07 |
Total comprehensive income |
18,476.48 |
32,203.57 |
16,198.63 |
31,866.08 |
Earnings per share (Basic) |
14.98 |
26.17 |
13.13 |
25.90 |
Earnings per Share (Diluted) |
14.97 |
26.14 |
13.12 |
25.87 |
STATE OF THE COMPANY'S AFFAIRS
During the FY 2024-25, your Company achieved a revenue of Rs.
1,01,379.02 lakhs. The Company continued to strengthen its focus on core product offerings
through a balanced approach of longterm and spot contracts. Bromine sales share showed a
marginal increase over the previous year, supported by stable downstream demand. The
Company successfully retained a majority of its existing customer base while expanding
into new application areas through the acquisition of new customers. Share of Bromine
increased marginally due to this.
Bromine was sold for applications across flame retardants, agrochemical
and pharmaceutical intermediates, biocides, and oilfield products, catering to both
domestic and international markets.
The second key business segment·Industrial Salt ·
continued to be a major contributor, accounting for approximately 2/3rd of the Company's
total revenue. Your Company remained one of the largest global manufacturers of
premium-grade Industrial Salt, recognized for its consistent quality and reliability of
supply.
The global salt industry sustained its previous growth trajectory,
although regional growth rates varied. In our core markets, particularly in East Asia,
demand fluctuations influenced customer requirements. Despite these market dynamics, your
Company maintained strong customer relationships and adapted quickly to changing demand
patterns.
However, these fluctuations placed additional stress on logistics
operations. To address this, the Company plans to implement enhanced measures to increase
agility and responsiveness to customer needs.
During the year, your Company sold 34.8 Lakhs MT of Industrial Salt for
diverse applications, including chlor-alkali production · essential for
manufacturing key chemicals such as caustic soda, chlorine, and soda ash. Focused efforts
were made to drive operational efficiencies, reduce operating costs, and maintain healthy
margins, supporting sustainable long-term growth.
DIVIDEND
During the FY 2024-25, the Board of Directors
(“Board”/”Directors”) has recommended a final dividend of Re. 1/- per
equity share for the financial year ended March 31, 2024 and the same has been approved by
the Members at the 15th Annual General Meeting of the Company held on June 28,
2024 and this entailed an outflow of Rs.1,233.97 lakhs with a pay-out ratio of 50% of
Company's consolidated post tax profit. In addition to the above, for FY 2023-24, Company
had declared two interim dividends of Re.1/- each in the month of October 2023 and
November 2023.
Your Directors have pleasure in recommending a dividend of Rs. 3/- per
equity share for the financial year ended March 31, 2025 subject to the approval of
Members at the ensuing Annual General Meeting of the Company. This would entail an outflow
of Rs.3,702.83 lakhs with a payout ratio of 150% of Company's consolidated post tax
profit. Upon approval of Members, it will be paid to all the Members whose name appears in
the register of members as on May 26, 2025 (being the record date fixed for this purpose).
In accordance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (hereinafter referred to as “SEBI
LODR”), the Board of Directors of the Company has adopted a Dividend Distribution
Policy which endeavours for fairness, consistency and sustainability while distributing
profits to the shareholders & the above recommendation of the dividend by the Board is
in accordance with the “Dividend Distribution Policy” of the Company's available
on the website under the link: https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Dividend%20 Distribution%20Policy. pdf
TRANSFER TO RESERVE
The Board of Directors has decided to retain the entire amount of
profits for FY 2024-25 in the retained earnings.
TAXATION
The Company has made a current tax provision of Rs.6,531.62 lakhs [PY:
10,063.31 lakhs].
Current tax adjustments of earlier years is Nil as against Rs.4.64
lakhs during the previous year.
The deferred tax for the Financial Year ended March 31,2025 is
Rs.(47.28) lakhs (PY: Rs.843.09 lakhs).
SHARE CAPITAL
During the FY 2024-25, the paid-up capital of the Company has increased
upon exercise of stock options by option grantees and allotment of shares pursuant to the
same.
As on March 31, 2025, the authorised share Capital of the Company stood
at Rs. 32,00,00,000 divided into 16,00,00,000 equity shares of Rs. 2/- each and consequent
to the ESOP allotment made during the year, the paid-up share capital of the Company
increased from Rs. 24,67,93,938 divided into 12,33,96,969 equity shares of Rs. 2/- each to
Rs. 24,68,55,364 divided into 12,34,27,682 equity shares of Rs. 2/- each.
Other than the above, there is no change in the capital structure of
the Company during the year.
EMPLOYEE STOCK OPTION PLAN
During the FY 2024-25, the Board had allotted 30,713 equity shares of
face value of Rs.2/- each upon exercise of stock options granted under “Archean
Employee Stock Option Plan 2022 (ESOP 2022)”.
The Employee Stock Option Plan (“ESOP”) enables the Company
to hire and retain the best talent for its senior management and key positions. The NRC, inter
alia, administers and monitors the Employee Stock Option Plan in accordance with the
applicable Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat Equity) Regulations 2021
(ESOP Regulations).
The details of the stock options granted under “ESOP 2022”
and the disclosures in compliance with ESOP Regulations and Section 62(1)(b) of the
Companies Act 2013, (“Act”) read with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 is available on the website of the Company at
www.archeanchemicals.com. The relevant disclosures in terms of the Act and in accordance
with the said Regulations are enclosed as Annexure I to the Board's Report. The
plan is in compliance with the ESOP Regulations.
During the year, no ESOP were granted to NonExecutive Non-Independent
Directors.
No Option grantee was granted options/shares during the year, equal to
or exceeding 1% of the issued capital.
The Company does not have any Scheme for issue of sweat equity to the
employees or Directors of the Company.
A certificate from Secretarial Auditors, with respect to implementation
of the above Employee Stock Option Plan in accordance with SEBI Regulations and the
resolution passed by the Members of the Company, will be available electronically for
inspection by the Members during the ensuing AGM and a copy of the same shall be available
for inspection at the Registered Office of the Company during normal business hours on any
working day.
DEPOSITORY SYSTEM
Your Company's shares are in compulsorily tradable securities in
electronic form. As on March 31, 2025, Equity Shares 12,34,27,682 representing 100% of the
paid-up share are in dematerialised form.
BOARD OF DIRECTORS
As on March 31, 2025, your Board comprises of six (6) Directors with an
optimum combination of
Executive and Non-Executive Directors. Out of six (6), three (3) are
Independent Directors including an Independent Woman Director, two (2) NonExecutive
Non-Independent Directors and an Executive Director of the Company. Mr. P Ranjit, Managing
Director, Mr. P Ravi, Non-Executive Director and M/s. Chemikas Speciality LLP are the
Promoter of the Company.
During the year, following appointment / reappointment of Directors
took place:
a. Retirement by rotation and re-appointment of Mr. P Ravi, (DIN:
02334379) as Non-Executive Director.
b. Re-Appointment of Mrs. Padma Chandrasekaran (DIN: 06609477) as
NonExecutive Independent Director.
The Company had formulated a Code of Conduct for the Directors and
Senior Management Personnel and the same has been complied with.
Retirement by Rotation and Re-Appointment
In accordance with Section 152(6) of the Act and Articles of
Association of the Company, Mr. S. Meenakshisundaram, (DIN: 01176085) a Director of the
Company, retires by rotation and being eligible, offers himself for re-appointment at the
ensuing AGM of the Company.
A brief resume of the Director being re-appointed, the nature of
expertise in specific functional areas, names of companies in which he holds
Directorships, Committee Memberships / Chairpersonships, his shareholding in the Company
etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.
Independent Directors
The Independent Directors hold office for a fixed term of 5 years from
the date of their appointment and not liable to retire by rotation.
The Company has received the necessary declaration as laid down in
Section 149(7) of the Act
from all the Independent Directors confirming that they meet the
criteria of independence as provided in Section 149(6) of the Act and SEBI LODR.
Independent Directors have also complied with the Code for Independent
Directors prescribed in Schedule IV to the Act. In accordance with Companies (Appointment
and Qualification of Directors) Rules, 2014, the Company has received declarations from
Independent Directors confirming that they have registered with the Independent Directors
Data Bank through Indian Institute of Corporate Affairs (“IICA”). They have been
exempted/qualified from passing the online proficiency self-assessment test conducted by
IICA.
Mrs. Padma Chandrasekaran (DIN:06609477) was appointed as an
Independent Director for a period of five (5) years from November 13, 2019, to November
12, 2024. She was eligible for re-appointment. During the year, based on the
recommendation of Nomination and Remuneration Committee (“NRC”), the Board in
its Meeting held on May 14, 2024, has evaluated the performance of the said Independent
Director based on the contribution of the Director and have recommended her re-appointment
for another term of five (5) years from November 13, 2024, to November 12, 2029. In
accordance with Section 149(10) of the Act, approval of the Members through special
resolution was obtained in the 15th AGM held on June 28, 2024.
The Company had issued letter of appointment in accordance with
Regulation 46 of the SEBI LODR and the terms and conditions of appointment of Independent
Directors are available at the Company's website, at the following weblink:
https://www.archeanchemicals.com/investor- relations/admin/assets/products/Terms-and-
conditions-of-appt-of-ID.pdf
Information on familiarisation program to Independent Directors are
provided in the Corporate Governance Report Section of this Annual Report.
Details of Remuneration to Directors
Details as required under the Act, in respect of remuneration paid to
Directors, are given in Corporate Governance Section of this Annual Report and in the
Annual Return uploaded in the Company's website, at the following weblink:
https://www.archeanchemicals.com/investor- relations/admin/assets/products/4.%20Form%20
MGT-7_Draft.pdf
Number of meetings of the Board
The Board met 7 (Seven) times during the FY 2024-25 on May 14, 2024,
June 01, 2024, August 02, 2024, October 25, 2024, November 08, 2024, December 30, 2024,
and February 07, 2025. The details of Board meetings and attendance of the Directors are
provided in the Corporate Governance Report.
Diversity
Your Company recognises the importance of a diverse Board for its
success and believes that a diverse Board will leverage inter alia differences in
thought, skills and industry experience, which in the long run will enhance shareholder
value.
Policy on Directors' Appointment and Policy on Remuneration:
Your Company's current policy is to have an appropriate mix of
Independent and Non-Independent Directors to maintain the independence of the Board and
separate its functions of governance and management.
In accordance with Section 134 and 178 of the Act, the Policy on
appointment of Board Members including criteria for determining qualifications, positive
attributes, independence of a Director and the Policy on remuneration of Directors, KMP
and other employees are outlined as part of Nomination and Remuneration Policy of the
Company and salient features of the same are disclosed in this report. NRC of your Board
had fixed the criteria for nominating a person on the Board which inter alia
include desired size and composition of the Board, age limit, qualification/experience,
areas of expertise and independence of the individual.
BOARD EVALUATION
In accordance with the provisions of the Act and SEBI LODR, Board has
carried out a separate exercise to evaluate the performance of the Board as a whole, its
Committees and individual Directors by taking into account the criteria laid down in this
regard by the NRC like attendance, expertise, contribution etc., brought in by the
Directors at the Board and Committee Meetings and found it satisfactory, which shall be
taken into account at the time of reappointment of Independent Director. The criteria for
evaluation of the Board and Non Independent Directors at a separate meeting of Independent
Directors were carried out in accordance with the Nomination & Remuneration Policy
adopted by the Board.
The evaluation was carried out, taking into consideration the
composition of the Board and availability of commitment to good corporate governance
practices, adherence to regulatory compliance, grievance redressal mechanism, track record
of financial performance, existence of integrated risk management system etc.
The performance evaluation was executed through an electronic
application. This transition resulted in a faster turnaround for document availability to
the Board and Committee Members, and an improvement in the accuracy. A structured
questionnaire was prepared covering various aspects including the following but not
limited to adequacy of the composition of the Board and its Committees, flow of
information, Board culture/ Diversity, execution and performance of specific duties,
obligations and governance.
In accordance with Regulation 25(4) of the SEBI LODR, Independent
Directors have evaluated the performance of Chairman, Non-Independent Directors and Board
as a whole and assessed the quality, quantity and timeliness of the flow of information
between the Management and the Board and other required matters.
In accordance with Regulation 17(10) of SEBI LODR, the Board of
Directors has evaluated the performance of Independent Directors and observed the same to
be satisfactory and their deliberations are beneficial in Board / Committee Meetings.
In accordance with Regulation 4(2) of SEBI LODR, the Board of Directors
have reviewed and observed that the evaluation framework of the Board of Directors was
adequate and effective.
The Board's observations on the evaluations for the year under review
carried on May 02, 2025, were similar to their observations of the previous years. No
specific actions have been warranted based on current year observations. The Company would
continue to familiarise its Directors on the industry, technological and statutory
developments, which have a bearing on the Company and the industry, so that Directors
would be effective in discharging their expected duties.
The Board is of the opinion that all Directors, including the
Independent Directors of the Company, possess requisite qualifications, integrity,
expertise and experience in the fields of science and technology, digitalisation,
strategy, finance, governance, human resources, safety, sustainability, etc.
BOARD COMMITTEES
The Board had following Committees during the FY 2024-25:
a. Audit Committee
b. Stakeholders Relationship Committee
c. Nomination and Remuneration Committee
d. Corporate Social Responsibility Committee
e. Risk Management Committee
f. IPO Committee
The composition of the Board of Directors and its Committees are in
accordance with the Act and the SEBI LODR.
In accordance with the requirement of Section 177(8) of the Act, it is
hereby disclosed that
the Audit Committee comprises of Mr. K M Mohandass, Chairperson of the
Committee, Mrs. S Padma Chandrasekaran, Member and Mr. S Meenakshisundaram, Member.
A detailed note on the attendance, composition of the Board and
Committees along with other disclosures are provided in the Corporate Governance Report
Section of this Annual Report.
Meetings of Board and Committees held during the year are in compliance
with the Act & SEBI LODR read with circulars and notifications issued by Ministry of
Corporate Affairs and SEBI in this regard.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Company's Directors make the following statement in terms of
sub-section (5) of Section 134 of the Act, which is to the best of their knowledge and
belief and according to the information and explanations obtained by them:
a. in that the financial statements for the year ended March 31,2025
have been prepared in conformity with Indian Accounting Standards (Ind AS) and
requirements of the Act and that of guidelines issued by SEBI, to the extent applicable to
the Company along with proper explanation relating to material departures; the directors
had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;
b. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
c. the directors had prepared the annual accounts on a going concern
basis;
d. the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
e. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2025, are as follows:
Mr. P Ranjit, Managing Director,
Mr. N R Kannan, Executive Director,
Mr. R Natarajan, Chief Financial Officer and
Mr. Vijayaraghavan N E, Company Secretary & Compliance Officer.
During FY 2024-25 Mr. R Natarajan has been appointed as the CFO of the
company with effect from January 21, 2025, in place of Mr. R Raghunathan, CFO who resigned
on January 20, 2025.
During FY 2024-25, Mr. N R Kannan has been appointed as the executive
director (KMP) w.e.f. August 02,2024.
During FY 2024-25, Mr. Ravi Prakash Mundhara had been appointed as
Company Secretary and compliance officer of the company on August 02, 2024, in place of
Mr. S Balasundharam, Company Secretary and compliance officer who resigned on June
01,2024. Subsequently, Mr. Ravi Prakash Mundhra was resigned on August 07, 2024.
Further Mr. Vijayaraghavan N E has been appointed as Company Secretary
and compliance officer of the Company with effect from February 07, 2025.
Except these, there are no change in the list of Key Managerial
Personnel (KMP).
REMUNERATION POLICY
In accordance with Section 178 of the Act, the NRC of your Board has
formulated the Nomination and Remuneration Policy for the appointment and determination of
remuneration of the Directors, Key Managerial Personnel and other employees of your
Company. The Nomination and Remuneration Policy ensures that the level and composition of
remuneration is reasonable, the relationship of remuneration to performance is clear and
appropriate to the long-term goals of the Company.
The NRC has also developed the criteria for determining the
qualifications, positive attributes and independence of Directors and for making payments
to Executive and Non-Executive Directors of the Company. It recommends to the Board the
compensation payable to Directors. Director's compensation is within the limits prescribed
under the Act and approved by the Members of the Company where required.
Your Company follows a compensation mix of fixed pay, benefits and
performance-based variable pay for its employees, which is based on the performance of the
business and the individual performance of the individuals is measured through annual
appraisal process.
The Managing Director was paid a fixed monthly remuneration in the form
of salary and paid commission annually based on the profits computed in accordance with
Section 198 of the Act. Non-Executive Directors are paid remuneration by way of sitting
fees based on their participation in the Meetings and Commission paid annually.
Remuneration paid to Directors is within the scale approved by the
Board and Members, subject to overall ceilings stipulated under Section 197 of the Act.
Sitting fees paid to Directors for attending the Board Meeting & Committee Meetings.
In accordance with Section 178(4) of the Act, the salient features of
the Nomination and Remuneration Policy should be disclosed in the Board's Report. The
objective of the Policy is to ensure that:
• The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully;
• Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks;
• Remuneration to Directors, Key Managerial Personnel and Senior
Management shall be appropriate to the working of the Company and its goals; and
• Any other functions as mandated by the Board from time to time
and / or enforced by any statutory notification, amendment or modification, as may be
applicable, are carried out.
The said Policy and composition of the NRC are in compliance with the
Act and SEBI LODR. The responsibilities of Compensation Committee as defined in SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, have been assigned to
NRC. The said policy is available at the Company's website, at the following weblink:
https://www.archeanchemicals.com/investor- relations/admin/assets/products/Nomination%20
and%20Remuneration%20Policy.pdf
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement of disclosures with respect to the remuneration of
Directors, KMP and Employees in accordance with Section 197 of the Act and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(“Rules”) is given below:
a) Ratio of the remuneration of each director to the median
remuneration of the employees of the Company:
Sl. No. Name of
the Director/KMP |
Designation |
Ratio to Median
Remuneration |
% increase in the
remuneration for the FY 2024-25 |
1 Mr. P Ranjit |
Managing Director |
122.16:1 |
15% |
2 Mr. S Meenakshisundaram |
Non- Executive Director |
4.72:1 |
NA |
3 Mr. C G Sethuram |
Independent
Director |
3.84:1 |
NA |
4 Mrs. Padma Chandrasekharan |
4.48:1 |
NA |
5 Mr. K M Mohandass |
4.40:1 |
NA |
6 Mr. P Ravi |
Non- Executive Director |
0.72:1 |
NA |
Note:
i. The Commission to Managing Director & Non-executive Directors
including Independent Directors for the financial year ended March 31, 2025 will be paid
subject to the approval of the financial statements for the year ended March 31, 2025 by
the Member at the ensuing Annual General Meeting of the Company.
ii. The details of Sitting fee / commission to non-executive directors
are provided in the Corporate Governance report.
b) Percentage increase in remuneration of the following KMPs:
Sl. No. Name of
the KMP |
Designation |
% increase in the
remuneration in the FY 2024-25 |
1 Mr. N R Kannan* |
Executive Director-KMP |
NA |
2 Mr. R Natarajan* |
Chief Financial Officer |
NA |
3 Mr. Vijayaraghavan N E* |
Company Secretary &
Compliance Officer |
NA |
4 Mr. R Raghunathan # |
Chief Financial Officer |
10% |
5 Mr. S Balasundharam # |
Company Secretary &
Compliance Officer |
NA |
c) Percentage increase in the median remuneration of employees in the
financial year - 5.73%
d) Number of permanent employees on the rolls of Company: 262
e) Average percentile increase already made in the salaries of
employees other than the managerial personnel in FY 2024-25: 11.6% and its comparison with
the percentile increase in the managerial remuneration in FY 202425: 12.5%. Justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: NIL
f) There was no variable component of remuneration availed by
Directors, except Commission of Rs. 12,66,56,000/- paid to Managing Director and Rs.
15,00,000/- each paid to Non-Executive Directors including Independent Directors except
Mr. P. Ravi, Non-Executive Director, who Voluntarily waived his entitlement to commission
for the period ended March 31, 2024.
g) It is hereby affirmed that the remuneration paid is as per the
Nomination and Remuneration Policy of the Company to Directors, Key Managerial Personnel
and other Employees.
h) No employee who was in receipt of remuneration in excess of that
drawn by
Managing Director, holds 2% or more of the equity shares of the Company
by himself or along with his spouse and dependent children.
The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part
of this Report. However, as per first proviso to Section 136(1) of the Act and Second
Proviso to Rule 5 of the Rules, the Annual Report is being sent to the Members of the
Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3)
of the Rules. Any member interested in obtaining a copy of the said statement may write to
the Company Secretary. The said statement is also available for inspection by the members
at Registered Office of the Company during office hours till the date of AGM.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has 3 subsidiaries and 2 step down subsidiaries as on
March 31, 2025.
The Audit Committee reviews the Financial Statements of subsidiaries,
including the investments made in the subsidiaries, on a quarterly basis and minutes of
the Meetings of the subsidiary are placed in the Board Meetings.
In accordance with Section 129(3) of the Act, read with Rule 5 of
Companies (Accounts) Rules,
2014, statement containing the salient features of the financial
statements of the Subsidiary Company(ies) as per Form AOC-1 is enclosed as Annexure II to
the Board's Report.
In accordance with Regulation 46(2)(s) of SEBI LODR, separate audited/
reviewed financial statements of the above subsidiary companies for the FY 2024-25 are
available at the Company's website, at the following weblink: https://www.
archeanchemicals.com/investor-relations/annual- report.php?id=MTc4
Material Subsidiary
As per Regulation 16(c) of the SEBI LODR the company has no material
subsidiary companies. The Company has formulated a Policy for determining Material
Subsidiaries. The policy is available at the Company's website, at the following weblink:
https://www.archeanchemicals. com/investor-relations/admin/assets/products/
Policy%20on%20Material%20Subsidiaries.pdf
Consolidated Financial Statements
In accordance with Section 129(3) of the Act and Regulations 33 and 34
of SEBI LODR, the Consolidated Financial Statements, drawn up with the applicable Indian
Accounting Standards (Ind AS). The consolidated financial statements incorporating the
accounts of subsidiary companies along with the Auditors' Report thereon are set out in
this Annual Report and are available at the Company's website, at the following weblink:
https://www.archeanchemicals.com/investor- relations/annual-report.php?id=MTU5
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited Financial Statements in respect of the Subsidiaries are available on
the website of the Company htt ps:// www.archeanchemicals.com/investor-relations/
annual-report.php?id=MTc4
These financial statements of the Company and the subsidiary companies
will also be kept open for inspection by Members. The Company shall provide a copy of the
same to any Member of the Company who asks for it.
Subsidiary Company details
The details of the subsidiary companies are as given below:
Idealis Chemicals Private Limited (Idealis)
Idealis was incorporated on October 05, 2023 as a wholly owned
subsidiary company, which has been declared as the successful bidder for acquiring Oren
Hydrocarbons Private Limited (Oren) as a going concern in the auction conducted by the
liquidator of Oren in terms of the Insolvency and Bankruptcy Code, 2016 and paid the
consideration of Rs. 7, 690.74 Lakhs. NCLT has issued the order on July 09, 2024, order in
favour of Idealis and vested the company on a going concern basis on a clean state
principle. In line with the NCLT order, Oren allotted 50,00,000 shares of Rs. 10/- each
for Rs. 500 Lakhs and balance of consideration has been treated as loan.
Idealis Mudchemie Private Limited (Formerly known as Oren Hydrocarbons
Private Limited)
During the year, the company was acquired by Idealis Chemicals Private
Limited through an e-auction conducted under the National Company Law Tribunal (NCLT)
liquidation process, at a consideration of Rs. 7,690.74 Lakhs. The company has plants in
Andhra Pradesh, Gujarat and Tamil Nadu and it manufacturers customized drilling
fluids/muds/chemicals with strategic manufacturing and distribution points.
The NCLT issued an order on July 9, 2024, approving the transaction.
Accordingly, the Company has become a subsidiary of Idealis Chemicals Private Limited and
a Step-Down Subsidiary of Archean Chemical Industries Limited with effect from the order
date. The operations of the Company have not commenced, as it is currently in the process
of securing various statutory approvals and utility connections for a few of the plants
and this is under the advance stage.
During the year, in accordance with the NCLT order, the company
extinguished the share capital of Rs. 1,729.30 Lakhs held by the former management /
shareholders and allotted Rs. 500 Lakhs as equity share capital to Idealis Chemicals
Private Limited, with the remaining consideration being treated as a loan.
Effective October 9, 2024, the company's name was changed from
“Oren Hydrocarbons Private Limited” to “Idealis Mudchemie Private Limited
(IMPL). IMPL is the step down subsidiary of the Company.”
Neun Infra Private Limited
It was incorporated on October 3, 2023 as a wholly owned subsidiary of
the Company with a paid-up capital of Rs. 3,00,00,000/- divided into 30,00,000 shares of
Rs.10/- each towards the initial subscription.
SiCSem Private Limited (SiCSem)
Neun has incorporated a subsidiary Company SiCSem with an Authorised
share capital amounting to Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/-
each. Neun has invested Rs.3,50,000 out of Rs. 5,00,000 in the Capital of SiCSem
constituting 70% of the Capital. The main objects of SiCSem are setting up of a facility
for manufacturing semiconductor. Thus, SiCSem will be the step-down subsidiary of your
company.
On January 28, 2025 Sicsem achieved a significant milestone in
semiconductor manufacturing with the groundbreaking ceremony in Bhubaneswar, Odisha.
SiCSem proposed Compound Semiconductor Facility is projected be upto Rs. 3000 Cr
investment which will boost Odisha's industrial progress. The facility will integrate the
entire process of manufacturing power devices including a Wafer Fabrication Plant. The
processes will lead to manufacturing of electronic power devices that will cater to key
sectors such as electric vehicles, energy storage, fast chargers, green energy, industrial
tools, data centres, consumer appliances and many other appliances.
The state government has allotted 14.32 acre land at Infovalley-II,
Bhubaneshwar for this prestigious project and also approved the project under the Odisha
Semiconductor & Fabless Policy - 2023.
Acume Chemicals Private Limited (Acume)
Acume is the Wholly Owned Subsidiary of the Company. During the year,
Acume improved the capacity utilization of the Bromine Derivatives Manufacturing Facility
at Jhagadia. Inorganic Bromides that were commercialized in FY 202324 were further scaled
up in volumes. Additionally, few more Organic Bromides were commercialized during the FY
2024-25. An amount of Rs. 11,909.68 lakhs was capitalized during the year.
During the period ended March 31, 2025, Acume generated revenue from
operations of Rs. 2,717.86 lakhs and incurred a loss before tax of Rs. 1,444.56 Lakhs.
During the year gone by, company enlarged the marketing footprint by
reaching out to several end customers within India and abroad. Customers in the field of
Specialty & Fine Chemicals like Biocides, Oil & Gas, Pharmaceutical and Agro
Segments were approached. Samples of the products were seeded to customers and their
quality approvals are being taken. Some of them have a longer gestation time for
qualifications and the same are being pursued. Meanwhile Inroganic Bromides have received
wider acceptance, and their volumes were scaled up during Q4 FY 2024-25 and they hope to
aggressively pursue this success.
For more details about the strategies and operations, please refer the
Management Discussion and Analysis Report set out in this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments covered under the
provisions of Section 186 of the Act are set out in the notes to the financial statements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of the same as referred in Section 188(1) of the Act, in
the prescribed Form AOC-2 is enclosed as Annexure III to the Board's Report.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is an integral part of the Company's
ethos and policy and it been pursued on a sustained basis.
In compliance with Section 135 of the Act, the Board of Directors had
constituted a CSR Committee and adopted a CSR Policy, in accordance with Schedule VII of
the Act.
As on March 31, 2025, Your Company's CSR Committee comprises ofMr. S
Meenakshisundaram, Chairperson, Mrs. Padma Chandrasekaran, Member and Mr. P Ravi, Member.
The Committee is responsible for formulating, monitoring and implementing the CSR policy
of the Company.
Annual Report on CSR activities as prescribed under Companies
(Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure IV to
the Board's Report.
Further, the Board has taken on record the certificate from the Chief
Financial Officer that CSR spends of the Company for FY 2024-25 have been utilized for the
purpose and in the manner approved by the Board of Directors of the Company.
In accordance with Section 135(4) of the Act, the major contents of CSR
policy are as follows:
Preamble: Corporate Social Responsibility (CSR) is the affirmation
that the ACIL is committed to its stakeholders to conduct its business operations in an
economically, socially and environmentally sustainable manner.
Objectives: The objective of the CSR Policy is to:
a) To create positive and sustainable impact on society and invest in
improving lives of nearby community
b) To engage with nearby community in identifying local needs and
requirements
c) To identify opportunity and initiatives to enhance - Social,
Environmental and Economic Value to the Society along with desired impact
d) To Institute a process and a suitable mechanism for the
implementation and monitoring of the CSR activities.
Implementation Process:
The CSR initiatives shall be undertaken by the Company as per its
stated CSR Policy as Projects or Programs or Activities (either new or ongoing).
The CSR activities may be undertaken directly by the Company or through
a registered trust or a registered society or a Company/firm/foundation established by the
Company.
In addition to the above, CSR Policy also includes composition of CSR
Committee, meetings & quorum, duties & responsibilities of CSR Committee/Board,
CSR Activities/expenditure/ reporting etc., and the said policy is available at the
Company's website, at the following weblink: https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Corporate%20 Social%20Responsibility%20Policy.pdf
RISK MANAGEMENT
Risk Management at ACIL forms an integral part of Management focus.
In accordance with Regulation 21 of SEBI LODR, Board has constituted
the Risk Management Committee. A detailed note on the attendance, composition of the
Committee along with other details are provided in the Corporate Governance Report Section
of this Annual Report. The details of the Committee and the terms of reference are set out
in the Corporate Governance Report forming part of the Report.
In accordance with Section 134(3)(n) of the Act and Regulation 17(9) of
SEBI LODR, the Company has developed and implemented a Risk Management Policy aligned with
the industry in which it operates. The Policy envisages identification of risk and
procedures for assessment and minimisation of
risk thereof. The said policy is available at the Company's website, at
the following weblink: https://www.archeanchemicals.com/investor-
relations/admin/assets/products/Risk%20 Management%20Policy-15.01.2022.pdf
The Company believes that risks should be managed and monitored on a
continuous basis. As a result, the Company has designed a dynamic risk management
framework to manage risks effectively and efficiently, enabling both short term and long
term strategic and business objectives to be met.
The Company's risk management system is always evolving & an
ongoing process and it is recognized that the level and extent of the risk management
system is commensurate with the development and growth of the Company's activities. The
risk management system is a “living” system and the documentation that supports
it will be regularly reviewed and updated in order to keep current with Company
circumstances.
In the opinion of the Board, there is no element of risk which may
threaten the existence of the Company/its operations.
INTERNAL FINANCIAL CONTROL SYSTEM
Your Company has an Internal Controls system in accordance with Section
134(5)(e) of the Act, commensurate with the size, scale and complexity of its operations.
The Audit Committee comprising of professionally qualified Directors, interacts with the
Statutory Auditors, Internal Auditors and the management to review the adequacy of
Internal Controls system on a regular basis.
The Management is responsible for establishing & maintaining
internal controls for financial reporting. The Statutory Auditors have evaluated the
system of internal controls of the Company and also reviewed their effectiveness and have
reported that the same are adequate & commensurate with the size of the Company and
the nature of its business.
They have also reviewed the internal controls pertaining to financial
reporting of the Company to ensure that financial statements of the Company present a true
and fair view of the state of affairs of the Company. In addition, Auditors in their
report have also opined that the Company has in all material respects adequate internal
financial control systems over financial reporting and the same were operating effectively
as on March 31,2025.
The summary of the Internal Audit findings and status of implementation
of action plans for risk mitigation, are submitted to the Audit Committee every quarter
for review, and concerns around residual risks if any, are presented to the Board.
Based on the framework of Internal Financial Controls and Compliance
Systems established and maintained by the Company, work performed by the internal,
statutory, cost and secretarial auditors and external consultant(s), including audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by the Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during FY 2024-25.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to provisions of Section 177(9) of the Act, read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules,2014 and Regulation 22 of the
SEBI LODR, your Company has adopted a Whistle Blower Policy on Vigil Mechanism which
provides a formal mechanism for all Directors, Employees and other Stakeholders of the
Company to report to the management, their genuine concerns or grievances about unethical
behaviour, actual or suspected fraud and any violation of the Company's Code of Business
Conduct and Ethics.
The Code as well provides a direct access to the Chairman of the Audit
Committee to make protective disclosures about grievances or violation of the Company's
Code. Brief details about the policy are provided in the Corporate Governance Report
attached to this report.
The said policy is available at the Company's website, at the following
weblink: https://www. archeanchemicals.com/investor-relations/admin/
assets/products/Whistle%20Blower%20and%20 Vigil%20Mechanism%20Policy.pdf
RELATED PARTY TRANSACTIONS
The Company has formulated a policy on Related Party Transactions (RPT)
and approved by the Board. The policy on RPT is available on the Company's website at
https://www. archeanchemicals.com/investor-relations/
admin/assets/products/Policy%20on%20RPT- 07.02.2025.pdf
All RPTs that were entered into by the Company during the FY 2024-25,
were in the ordinary course of business and on arm's length basis and were in compliance
with the applicable provisions of the Act and the SEBI LODR. The Company did not enter
into any material transaction/contracts with related parties during the year that may have
potential conflict with the interests of the Company at large or that requires approval of
the Members.
Prior approval / omnibus approval have been obtained from Audit
Committee for all RPTs and these transactions are periodically placed before the Audit
Committee for its review/approval. All RPTs were placed before the Audit Committee for
their prior approval in accordance with the requirements of the Act and the SEBI LODR. The
transactions entered into pursuant to such approval are placed periodically before the
Audit Committee for its review.
Necessary disclosures as required under the Accounting Standards have
been made in the Financial Statements.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company maintains a strict zero tolerance stance against sexual
harassment in the workplace and has established a policy aimed at preventing,
prohibiting, and addressing incidents of sexual harassment. This policy
aligns with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act of 2013 and its associated regulations. To enhance awareness on this
matter, the Company regularly conducts programs in this regard.
In accordance with Rule 8(5) of Companies (Accounts) Rules, 2014, the
Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassments.
During the FY 2024-25, no complaint was received, and no complaint was
pending for disposal as on March 31, 2025.
The policy which is available at the Company's website, at the
following weblink: https://www. archeanchemicals.com/investor-relations/admin/
assets/products/ACIL%20PoSH%20Policy%20 -%20September%202024.pdf
STATUTORY AUDITORS
As per section 139 of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, the Members of the Company in the 12th AGM, approved the
appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Registration
Number: 003990S/S200018), as Statutory Auditors of the Company for a term of Five (5)
years i.e from the conclusion of 12th AGM till the conclusion of the 17th
AGM of the Company, to be held in the FY 2026-27 at such remuneration in addition to
applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually
agreed between the Board of Directors of the Company and the Auditors.
Pursuant to Sections 139 and 141 of the Act, along with the applicable
Rules, the Company has obtained a certificate from the Statutory Auditors affirming their
eligibility to remain in their role as
Auditors. Additionally, the Auditors have verified that they have
participated in the peer review process conducted by the Institute of Chartered
Accountants of India (ICAI) and possess a valid certificate issued by the Peer Review
Board of the ICAI.
Details of fees paid to Statutory Auditor is disclosed in Corporate
Governance Report set out in this report.
COST AUDITOR
Pursuant to Section 148 of the Act read with the amended rules thereof,
the Board of Directors on the recommendation of the Audit Committee appointed Mr. G
Sundaresan, Cost Accountant as the Cost Auditor of the Company for the FY 202526. The
Board has recommended remuneration to the shareholders for ratification at the ensuing
Annual General Meeting.
Mr. G Sundaresan has confirmed that his appointment is within the
limits of Section 139 of the Act, and has also certified that he is free from any
disqualifications specified under Section 141 of the Act. The Company has also received a
certificate from the Cost Auditor certifying his independence and arm's length
relationship with the Company.
Pursuant to section 148 of the Act, the Company is required to maintain
the cost records and the Company is accordingly maintaining such accounts and records and
the same are being audited as per the requirement of the Act. The report of the Cost
Auditor shall be filed with the Central Government in accordance with the rules framed
thereunder.
SECRETARIAL AUDITOR
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI LODR, the Board has appointed M/s. HVS & Associates,
Practicing Company Secretaries as Secretarial Auditors of the Company for the FY 2024-25.
As per Section 204 of the Act, read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and as per the Regulation
24A SEBI LODR read with SEBI LODR (Third Amendment) Regulations, the
Board in its meeting held on May 02, 2025 had recommended the appointment of HVS &
Associates, peer reviewed Practicing Company Secretaries (Firm Registration No.
P2016TN048300), Chennai as Secretarial Auditor of the Company for a period of 5 years from
FY 2025-26 to FY 2029-30, subject to approval of its shareholders in its ensuing Annual
General Meeting.
The Company had received required declarations/ consents from the
Secretarial Auditors confirming that they have been Peer Reviewed and are eligible to be
appointed as Secretarial Auditors.
COMMENTS ON AUDITORS' REPORT
The Statutory Auditors, Secretarial Auditors and Internal Auditors of
the Company have not reported any frauds to the Audit Committee or to the Board of
Directors under Section 143(12) of the Act, including Rules made thereunder.
There were no qualifications, reservations or adverse remarks or
disclaimers made by the Statutory Auditor and Secretarial Auditor in their reports,
respectively.
The Statutory Audit Report in the prescribed format issued by Statutory
Auditors is provided in this Annual Report. The Secretarial Auditor's Report in the
prescribed format issued by the Secretarial Auditors is enclosed as Annexure V to
the Board's Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134(3) of the Act, read with
the Companies (Accounts) Rules, 2014 enclosed as Annexure VI to the Boards
Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with Regulation 34 of SEBI LODR, the Management
Discussion and Analysis (MDNA) Report is set out in this Annual Report.
CORPORATE GOVERNANCE
Your Director's always strive to follow good Corporate Governance
practices in the Company to enhance long term shareholder value.
As required under Regulation 34 (3) read with Schedule V (C) of the
SEBI LODR, a report on Corporate Governance is set out in this report and the certificate
as required under Schedule V (E) of SEBI LODR is obtained from Statutory Auditor,
regarding compliance of conditions of Corporate Governance is annexed to the Corporate
Governance Report.
Your Company is committed to maintaining the highest standard of
Corporate Governance. All the Directors and the Senior Management personnel have affirmed
in writing their compliance with and adherence to the Code of Conduct adopted by the
Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
As per Regulation 34(2)(f) of the SEBI LODR, the annual report for the
top one thousand listed entities based on market capitalization shall contain a Business
Responsibility and Sustainability Report on the environmental, social and governance
disclosures.
For the FY ended March 31,2025, your Company falls under Top 1000
Listed Companies by market capitalization in BSE Limited and National Stock Exchange
Limited.
The BRSR includes details on performance against the nine principles of
the National Guidelines on Responsible Business Conduct and a report under each principle,
which is divided into essential and leadership indicators. The Company practices various
business responsibility initiatives as per the Business Responsibility and Sustainability
policy laying down the broad principles guiding the Company in delivering various
responsibilities to its stakeholders.
The Business Responsibility and Sustainability Report in terms of above
regulation for FY 202425 is set out in this report.
ANNUAL RETURN
In terms of Section 92(3) and section 134(3)(a) of the Act, the Annual
Return of the Company is available on the website of the Company https://
www.archeanchemicals.com/investor-relations/ admin/assets/products/4.%20Form%20MGT-7_
Draft.pdf
The annual return uploaded on the website is a draft in nature and the
final annual return shall be uploaded at the same link on the Company's website once the
same is filed with Ministry of Corporate Affairs after the AGM.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION
FUND
Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“The Rules”), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government, after completion of seven consecutive years from
the date of transfer of such amount to unpaid dividend account. Further, according to the
Rules, the shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more shall also be transferred to the demat account of IEPF
Authority. There were no such instances requiring any transfer by the company to the IEPF
as of March 31, 2025.
CODE OF CONDUCT
The Company has received confirmations from the Board and the Senior
Management Personnel regarding their adherence to the Code of Conduct. A certificate from
the Managing Director in this regard is set out in this Annual report.
MANAGING DIRECTOR/CHIEF FINANCIAL OFFICER CERTIFICATE
A compliance certificate by Managing Director and Chief Financial
Officer as stipulated under
regulation 17 (8) read with Part B of Schedule II of SEBI LODR is set
out in this report.
OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions / events on these items
during the year under review:
1. Proceedings under Insolvency and Bankruptcy Code: No
application has been made or any proceedings pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) against the Company during the year under review.
2. Deposits: The Company has not accepted any deposit from the
public within the meaning of Section 76 of the Act, for the year ended March 31, 2025.
3. Significant and Material Orders: There were no significant
material orders passed by the Regulators / Courts / Tribunals which would impact the going
concern status of the Company and its future operations.
4. Change in the nature of business, if any: There was no change
in the nature of business activities during the year under review.
5. Material changes and commitments: There were no material
changes and commitments affecting the financial position of the Company occurred between
April 01,2025, and the date of signing this report.
6. Shares with differential rights: The Company has not issued
any equity shares with differential rights as to dividend, voting or otherwise during the
FY 2024-25.
7. Sweat Equity Shares: The Company has not issued any Issue of
Shares (including Sweat Equity Shares) to employees of the Company under any Plan during
FY 2024-25.
8. One time settlement with Banks: The Company has not made any
one-time settlement for loans taken from the Banks or Financial Institutions during FY
2024-25.
9. Revision in the financial statements and Boards Report: There
was no revision of financial statements and the Board's Report.
ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the
valuable support received by the Company from Banks & Financial Institutions. The
Board thanks the employees at all levels for their dedication, commitment and the hard
work put in by them for Company's achievements. The Directors are grateful to the
Shareholders/ Stakeholders for their confidence and faith reposed in Board.
EMPLOYEE STOCK OPTION PLAN
DISCLOSURE MADE UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (SHARE
BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS. 2021
I. Details of Employee Stock Option plan:
The Company had instituted Employee Stock Option Plans (ESOP) for the
benefit of eligible persons, with the following objectives:
• Encourage employees to continue contributing to the success and
growth of the organization;
• Attract, retain and motivate employees;
• Create a sense of ownership within the organization;
• Encourage and align the interest and performance of the
employees with those of the organization;
• Reward employees with ownership in proportion to their
contribution;
In line with the above, ESOP had been formulated by the Company, which
is given below:
Employee Stock Option Plan. 2022 (ESOP 2022):
At the Extra-Ordinary General Meeting held on February 01,2022, the
Members had approved issue of 12,90,926 stock options convertible into equity shares of
Rs. 2/- each. Subsequently the same was ratified by the members at the Annual General
Meeting held on June 28, 2024. The Company in accordance with the SEBI (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, (as amended from time to
time) 1999, framed a detailed plan in this regard. The options granted have a vesting
period of 1 year and exercise period of 5 years from the date of the vesting of the final
lot.
Details of option granted:
Date of Meeting |
No. of options granted |
Price per option (Rs.) |
07-10-2022 |
4,91,400 |
Rs. 2 |
Details of option allotted:
Date of Meeting |
No. of options allotted |
Price per option (Rs.) |
03-11-2023 |
98,280 |
Rs. 2 |
02-12-2023 |
2,45,700 |
Rs. 2 |
16-10-2024 |
30,713 |
Rs. 2 |
Notes: out of 4,91,400 options granted, 24,570 options elapsed, due to
resignation of employees.
II. Method used to account for ESOP - Intrinsic
III. Where the company opts for expensing of the options using the
intrinsic value of the options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it had used
the fair value of the options shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed:
The Company recognises compensation expense relating to share based
payments in accordance with Ind AS 102 Share-based Payment. Stock options granted by the
Company to its employees are accounted as equity settled options. Accordingly, the
estimated fair value of options granted that is determined on the date of grant, is
charged to statement of Profit and Loss on a straight line basis over the vesting period
of options, with a corresponding increase in equity
IV. Option movement during the financial year :2024-25
Sl. No. Particulars |
ESOP 2022 |
1 Number of options
outstanding at the beginning of the period |
1,47,420 |
2 Number of options granted
during the year |
Nil |
3 Number of options forfeited
/ lapsed during the year |
24,570 |
4 Number of Options vested
during the year |
30,713 |
5 Number of options exercised
during the year |
30,713 |
6 Number of shares arising as
a result of exercise of options |
30,713 |
7 Money realized by exercise of
options (Rs.) if plan is implemented directly by the Company |
Rs. 61,426.00 |
8 Loan repaid by the Trust
during the year from exercise price received |
NA |
9 Number of options
outstanding at the end of the year |
92,137 |
10 No. of options exercisable
at the end of the year |
92,137 |
11 Method of calculation of
employee compensation cost |
Intrinsic |
12 Fair value of the options (net
off reversals due to resignation of Option Grantees) for the FY 2024-25 (using Black
Scholes Merton model) |
NA |
13 Difference between employee
compensation cost so computed using the intrinsic value for expensing of the options
computed at Sl. No. 11 above and the employee cost that shall have been recognized if fair
value of options computed at Sl. No. 12 above is used |
NA |
14 The impact of the difference
mentioned in Sl. No. 13 above on profits and on EPS of the Company |
NA |
15 Weighted Average exercise
prices and Weighted Average fair values of options for options whose exercise price either
equals or exceeds or is less than the market price of the stock |
Rs.2/- Weighted average
exercise prices and Exercise price is less than market price of the Stock at the time of
exercising. |
Sl. No. Particulars |
ESOP 2022 |
16 Weighted average share price
at the date of exercise |
The weighted average share
price arising upon exercise of Options, based on the closing market price on National
Stock Exchange of India Limited, on the date of exercise of options (the date of allotment
of shares by the Allotment Committee) for the year ended March 31, 2025 was Rs.2/-. |
17 Range of Exercise Prices &
Weighted Average remaining contractual life |
NA |
18 Assumptions used during the
year to estimate the fair values of options, including the following weighted-average
information: |
I risk-free interest rate |
NA |
II expected life |
5 Years |
III expected volatility |
- |
IV expected dividends |
As per Company Policy |
V the price of the underlying
share in market at the time of option grant (Granted on 7th October 2022 when it was
unlisted. Hence, the first day listing price have been considered ie. 21.11.2022) |
Rs.476/- |
Table 2 - Details of options granted in the FY 2024-25 to:
a. Key Managerial Personnel |
NIL |
b. Employees who received a grant
in the year amounting to 5% or more of options granted during the year |
NIL |
c. Identified employees who were
granted option, during the year equal to or exceeding 1% of the Issued Capital (excluding
outstanding warrants and conversions) of the Company at the time of grant |
NIL |
Form AOC-1
Statement containing salient features of the financial statement of
subsidiaries or associate companies or Joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014)
Part A - Subsidiaries:
(Information in respect of each subsidiary to be presented with amounts
in Rupees Lakhs, unless otherwise stated)
Name of the subsidiary |
Acume
Chemicals
Private
Limited |
Neun Infra Private Limited |
Idealis
Chemicals
Private
Limited |
Sicsem Private Limited (step
down) |
Idealis Mudchemie Private
Limited (Step down) |
The date since when subsidiary
was incorporated/ acquired |
18/11/2021 |
03/10/2023 |
05/10/2023 |
30/12/2023 |
15/07/2024 |
Reporting period for the
subsidiary concerned, if different from the holding company's reporting period. |
April 2024-March
2025 |
Reporting currency and
Exchange rate as on the last date of the relevant financial year in the case of foreign
subsidiaries |
INR |
Share capital |
500.00 |
300.00 |
300.00 |
5.00 |
500.00 |
Reserves and surplus |
(1,597.28) |
20.21 |
(244.70) |
(3.56) |
873.36 |
Total assets |
26,075.96 |
5,082.71 |
9,183.33 |
6,134.38 |
10,188.78 |
Total Liabilities |
27,173.24 |
4,762.50 |
9,128.03 |
6,132.94 |
8,815.42 |
Investments |
0.54 |
3.50 |
500.00 |
- |
- |
Turnover |
2,717.86 |
- |
- |
- |
- |
Profit/(Loss) before taxation |
(1,444.56) |
23.51 |
(239.16) |
(1.28) |
(428.99) |
Profit/(Loss) after taxation |
(1,192.34) |
17.58 |
(163.31) |
(1.28) |
(428.99) |
Proposed Dividend |
|
|
- |
|
- |
Extent of shareholding (in
percentage) |
100% |
100% |
100% |
70% held by Neun Infra
Private Limited |
100% held by Idealis
Chemicals Private Limited |
Notes: 1. Names of subsidiaries which are yet to commence
operations - Neun Infra Private Limited,
Idealis Chemicals Private Limited, Idealise Mudchemie Private Limited
and Sicsem Private Limited are yet to commence its commercial operations.
2. No subsidiaries have been liquidated or sold during the year.
Part B - Associate Companies & Joint ventures - The Company
does not have any associate or joint venture Companies as on March 31, 2025.
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transactions under third proviso
thereto
1. Details of contracts or arrangements or transact ions not at arm's
length basis
S.No Particulars |
Details |
1 Name(s) of the related party
and nature of relationship |
NIL |
2 Nature of
contracts/arrangements/transactions |
3 Duration of the contracts /
arrangements/transactions |
4 Salient terms of the contracts
or arrangements or transactions including the value, if any |
5 Justification for entering into
such contracts or arrangements or transactions |
6 date(s) of approval by the
Board |
7 Amount paid as advances, if
any: |
8 Date on which the special
resolution was passed in general meeting as required under first proviso to section 188 |
2. Details of material contracts or arrangement or transactions at
arm's length basis
S.No Particulars |
Details |
1 Name(s) of the related party
and nature of relationship |
NIL |
2 Nature of
contracts/arrangements/transactions |
3 Duration of the contracts /
arrangements/transactions |
4 Salient terms of the contracts
or arrangements or transactions including the value, if any |
5 Date(s) of approval by the
Board, if any |
6 Amount paid as advances, if
any |
ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2024-25
1 Brief outline on CSR policy
of the company |
The Company in its endeavour
to contribute for the sustained development and growth of the Society has formulated its
CSR Policy. Major contents of the policy are disclosed in the Boards Report. |
2 Composition of CSR Committee as on 31.03.2025
Sl. No. Name of
Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Mr. S Meenakshisundaram |
Chairman |
2 |
2 |
2 Mr. P Ravi |
Member |
2 |
1 |
3 Mrs. Padma Chandrasekaran |
Member |
2 |
2 |
3 Provide the web-link where
Composition of CSR committee, CSR Policy and CSR Projects approved by the Board are
disclosed on the website of the company |
https://www.archeanchemicals.com/
investor-relations/admin/assets/ products/Corporate%20Social%20 Responsibility%20Policy.
pdf |
4 Provide the executive
summary along with the web-link(s) of Impact Assessment of CSR Projects carried out in
pursuance of sub-rule (3) of rule 8, if applicable |
Not Applicable |
5 (a) Average net profit of the
company as per subsection (5) of Section 135 of the Act |
Rs. 39,100.39 Lakhs |
(b) Two percent of average net
profit of the Company as per sub-section (5) of Section 135 |
Rs. 782.01 Lakhs |
(c) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years |
Rs. 10.80 lakhs |
(d) Amount required to be set-off
for the financial year, if any |
Rs. 10.80 Lakhs |
(e) Total CSR obligation for the
financial year {(b)+(c)-(d)} |
Rs. 771.21 Lakhs |
6 (a) Amount spent on CSR
Projects (both Ongoing Project and other than Ongoing Project) |
Rs.587.25 Lakhs |
(b) Amount spent in
Administrative Overheads |
Nil |
(c) Amount spent on Impact
Assessment, if applicable |
Not Applicable |
(d) Total amount spent for the
Financial year [(a)+(b)+(c)] |
Rs.587.25 Lakhs |
(e) CSR amount spent or unspent
for the financial year: |
Spent: Rs.587.25 Lakhs
Commitment for Ongoing Project: 190.00 Lakhs |
(f) Excess amount for set-off, if any:
Sl. No. Particular |
Amount (Rs. In Lakhs) |
(1) (2) |
(3) |
(i) Two percent of average net
profit of the company as per sub-section (5) of section 135 |
782.01 |
(ii) Total amount spent for
the Financial Year |
587.25* |
(iii) Excess amount spent for
the Financial Year |
6.04 |
(iv) Surplus arising out of
the CSR Projects or programmes or activities of the previous Financial Years, if any |
10.80 |
(v) Amount available for set
off in succeeding Financial Years |
6.04 |
* Excluding the amount Rs.190 Lakhs committed for ongoing project.
7. Details of Unspent Corporate Social Responsibility amount for the
preceding three Financial Years:
Proceeding
Financial
year(s) |
Amount
transferred to Unspent CSR Account under subsection (6) of Section 135
(in Rs.) |
Balance amount
in Unspent CSR Account under subsection (6) of Section 135
(in Rs.) |
Amount spent in
the Financial Year (in Rs.) |
Amount
transferred to a Fund as specified under Schedule VII as per second proviso to sub-section
(5) of section 135, if any |
Amount remaining
to be spent in succeeding Financial Year (in Rs.) |
Deficiency, if
any |
| Amount (in Rs.) |
Date of transfer |
| FY - 1 |
Nil |
| FY - 2 |
| FY - 3 |
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
If Yes, enter the number of Capital assets created / acquired - Not
Applicable
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial year:
| Short
particulars of the property or asset(s) [including complete address and
location of the property] |
Pin code of the property or
asset(s) |
Date of creation |
Amount of CSR amount spent |
Details of
entity / Authority / beneficiary of the registered owner |
| (2) |
(3) |
(4) |
(5) |
(6) |
|
|
|
|
CSR
Registration Number, if applicable |
Name |
Registered
address |
|
|
|
|
|
|
|
Not Applicable |
9. Specify the reason(s), if the company has failed to spend two
percent of the average net profit as per sub-section (5) of section 135: Not Applicable
FORM NO. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31s1
March, 2025 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
ARCHEAN CHEMICAL INDUSTRIES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by ARCHEAN CHEMICAL
INDUSTRIES LIMITED (CIN: L24298TN2009PLC072270)
(hereinafter called 'the Company'). Secretarial Audit was conducted in
a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year 1s1 April, 2024 to
31s1 March, 2025, complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms, and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2025, made available to us, according to the provisions of the following Laws
and Regulations, as applicable to the Company, during the period of audit:
(i) The Companies Act, 2013 (the Act) and the Rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
(iv) Foreign Exchange Management Act, 1999 and the Rules and
Regulations made thereunder to extent applicable.
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
a. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
b. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
c. Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
d. Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018;
e. Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (Not applicable)
f. Securities and Exchange Board of India (Issue of capital and
Disclosure Requirements) Regulations, 2018;
g. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (Not applicable)
h. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; (Not applicable)
(vi) The Management has identified and confirmed the Sector Specific
Laws as applicable to the Company, being in Chemical Sector as given in Annexure - A.
During the period under review, we have also examined compliance with
the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries
of India with effect from 1st July 2015, as amended from time to time.
b) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and amendments made thereunder (“the
Listing Regulations”).
During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above,
subject to the following events:
(i) The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
The changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act. During the
year under review, the Nomination and Remuneration Committee meeting held on 08th
May, 2024 recommended the reappointment of Mrs. Padma Chandrasekaran, Independent
Director, for further period of 5 years from 13th November, 2024 to 12th
November 2029, and her reappointment was approved by members at the Annual General Meeting
(AGM) of the Company held on 28th June, 2024.
(ii) Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent as per the Act, and a system
exists for seeking and obtaining further information and clarifications on the agenda
items before the meeting and for meaningful participation at the meeting.
(iii) Based on the Minutes made available to us, we report that all the
Board and Committee decisions were passed unanimously/ required majority.
(iv) As represented by the Management and relied upon the same by us,
there are adequate systems and processes in the Company commensurate with size and
operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
(v) The Compliance by the Company of applicable financial laws like
Direct and Indirect Tax Laws, and other financial laws has not been reviewed in this audit
since the same has been subject to review by statutory financial audit and other
designated professionals.
(vi) The Company entered into a Memorandum of Understanding (MoU) dated
August 10, 2010, with the Government of Gujarat (GoG) for a land lease, which expired on
July 31, 2018. The Company submitted an application for renewal on December 28, 2017. As
per the MoU with GoG, the lease term may be extended for a duration and under conditions
mutually agreed upon at the time of renewal. Additionally, GOG circular no 1597/1372m;
dated October 9, 2017, states that such leases can be extended for a period of thirty
years. The Company has been receiving annual demand notes for the revised lease rent in
accordance with the said circular and has been making the corresponding payments. Based on
the facts outlined above and considering similar experiences with lease renewals in other
group companies, the management is confident of securing the renewal of the land lease.
The useful life of Property, Plant and Equipment (PPE) and Right-of-Use (ROU) assets has
been determined by the management on the assumption that the lease will be extended. The
entire production facility is situated on this leased land.
(vii) During the reporting period, Idealis Chemicals Private Limited
(CIN: U20299TN2023PTC164103), a wholly- owned subsidiary of the Company, was declared the
successful bidder in the auction conducted by the liquidator of Oren Hydrocarbons Private
Limited ('Oren') under the Insolvency and Bankruptcy Code, 2016, for acquisition of Oren
as a going concern. The sale consideration of Rs. 7,690.74 lakhs was duly paid, and the
Liquidator issued the Sale Certificate dated 22nd February 2024 in favour of
Idealis Chemicals Private Limited. Pursuant to the Order of the Hon'ble NCLT uploaded on
10th July 2024, granting requisite reliefs and directions, Oren became a
step-down subsidiary of the Company. Further, the name of the entity was changed from Oren
Hydrocarbons Private Limited to Idealis Mudchemie Private Limited with effect from 9th
October 2024.
(viii) At the Board of Directors meeting held on 25th October 2024, the
Company approved the following investments to be made in one or more tranches:
(a) Clas-SiC Wafer Fab Limited, U.K. - Approval was granted for an
equity investment of GBP 15 million, along with an additional investment of up to GBP 2
million in the form of a floating-rate unsecured loan to Clas-SiC Wafer Fab Limited.
(b) Offgrid Energy Labs Inc., Delaware, USA - Approval was granted for
an equity investment of USD 12 million, representing a 21% shareholding in Offgrid Energy
Labs Inc.
(ix) Pursuant to Regulation 6(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company had delayed the appointment of a
qualified Company Secretary as Compliance Officer by 92 days. Subsequently, the Company
received a notice from NSE in this regard. In response, the Company filed an application
seeking waiver/reduction of the fine. After considering the representation, NSE granted
partial relief, and the Company paid a reduced fine of Rs. 35,000/- plus applicable GST to
settle the matter.
We further report that during the audit period:
a) The Company had allotted equity shares against the exercise of the
30,713 Options, granted to certain employees of the Company at face value of Rs. 2/- each
fully paid-up under the Archean Employee Stock Option Plan 2022' (“ESOP 2022” /
“Plan”).
b) During the year under review there were no instances of buy-back of
securities.
c) During the year under review there were no instances of Merger /
amalgamation / reconstruction, etc. other events involving the Company.
d) Foreign technical collaborations - No foreign technical
collaborations were entered into by the Company, except for the investment made by the
Company during the year under review.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are under:
a. Conservation of energy:
(i) the steps taken or impact on
conservation of energy |
In FY 2024-25, we were able
to successfully harvest 51,82,527 KL of rainwater. We have thus reduced our dependency of
water from third-party sources to that extent. This initiative complements our objective
to optimize water usage, attaining water positive status and strengthening our ESG
credentials
As part of our energy optimization strategy, we have:
• Installed a 132 kW VFD panel for the cooling tower pump, resulting
in substantial energy savings.
• Installed a 55kW VFD for the Bromine plant compressor to further
boost efficiency.
• Commissioned an Automatic Power Factor Correction (APFC) panel at
PS-9, which has enhanced power factor performance, leading to optimized power usage and
improved electrical efficiency. |
(ii) the steps taken by the
Company for utilizing alternate sources of energy. |
In FY 2024-25, our total
power consumption across all sources was 48,869 MWh. Out of this, solar energy contributed
1,499 MWh, representing approximately 3.07% of the total consumption. We also commissioned
a hybrid renewable energy solution via a 66kV power import system, which supplied 9963.52
MWh of clean electricity, reducing our reliance on fossil fuels. We are committed to
increasing our green energy share and are currently working on expanding our solar power
capacity as part of our sustainability initiatives. |
(iii) the capital investment on
energy conservation equipment's |
Rs. 10,45,900/- |
b. Technology absorption:
(i) the effort made towards
technology absorption |
We are making efforts for
conversion of high chloride content Kainite type mixed salt to Sop with minimum losses |
(ii) the benefits derived like
product improvement cost reduction product development or import substitution |
Indigenization of centrifuge
screens and housing of scroll centrifuge which is import substitute |
(iii) in case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year) and its details like: the details of technology imported, the year of
import, whether the technology been fully absorbed and if not fully absorbed, areas where
absorption has not taken place, and the reasons thereof. |
NIL |
(iv) the expenditure incurred on
Research and Development |
NIL |
c. Foreign exchange earnings and outgo:
Particulars |
Financial Year ended 31s1
March 2025 |
Financial Year ended 31st
March 2024 |
Foreign Exchange Earnings |
90,447.84 |
95,944.46 |
Foreign Exchange Outgo |
23,231.00 |
8,817.44 |
|